S. Concrete Servs., Inc. v. Mableton Contractors, Inc. - 407 F. Supp. 581 (N.D. Ga. 1975)

Rule:

Ga. Code Ann. § 109-A-2-202(b) (U.C.C. § 2-202(b)) requires that written contracts not be contradicted by evidence of agreements outside of the written contract, but that they may be explained or supplemented by evidence of consistent additional terms if the court finds the contract was not meant to be the complete statement of the agreement. The type of evidence which may be admitted under subsection deals with agreements covering matters not dealt with in the written contract. If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact.

Facts:

The parties entered into a contract under which the plaintiff seller, Southern Concrete Services, Inc., agreed to supply the defendant buyer, Mableton Contractors, Inc., with approximately 70,000 cubic yards of concrete over the course of 10 months for use in the construction of a building foundation. During the time period involved, the buyer ordered only 12,500 cubic yards of concrete. The seller filed suit alleging that the buyer's failure to purchase the amount of concrete stated in the contract constituted a breach of contract. Defendant claimed that the quantity stipulated in the contract was not mandatory on either party and that it was understood between the parties that both quantity and price were subject to renegotiation. In support of its position, defendant sought to introduce, pursuant to Ga. Code Ann. § 109-A-2-202 (U.C.C. § 2-202), evidence of the customs of the trade and of additional conditions allegedly agreed upon by the parties. The seller filed a motion seeking to prevent the buyer from introducing such evidence at trial.

Issue:

Should the defendant be allowed to introduce evidence of the customs of the trade and of additional conditions allegedly agreed upon by the parties? 

Answer:

No.

Conclusion:

The court granted the seller’s motion to exclude parol evidence the buyer sought to introduce at trial. According to the court, the parol evidence could not be used to negate or contradict the express quantity and price terms of the parties' contract. The court averred that to admit the evidence of an agreement which would contradict the express terms of the contract would clearly eviscerate the purpose of § 2-202.